Electricity Generating Publ ic Company Limited Good Corporate Governance Principles and Code of Business Ethics (Edition 2022)
EGGY is a monkey with a brain, a cheerful outlook, loads of positive energy and the guts to attempt new things. Such preeminent characteristics, combined with the notion of “Promotion of Best Practice and Accountability”, constantly ignite EGGY’s eagerness in learning and aspiration for growth and self-development to effectively unleash its potential and successfully complete any challenging mission. Besides, EGGY highly adheres to the principles of “Equitable Treatment”, devoting its attention to equality and justice, whilst flexibly conforming to established rules and guidelines. The magic shield is its signature weapon to combat against all forms of injustice and to ensure that the entire troop may coexist in peace and safety. EGGY is consequently a symbol of “Creation of Long-Term Value” and perfectly represents EGCO’s compliance in terms of Good Corporate Governance and the Code of Business Ethics that enables EGCO to strengthen its business stably and sustainably in all dimensions.
Directors’ Code of Business Ethics Contents Vision, Mission, Core Values and Corporate Governance Motto 12 Guideline for the Good Corporate Governance Principles and Code of Business Ethics 14 Whistleblowing 18 Good Corporate Governance Principles 1. Compliance with Laws and Corporate Regulations 82 2. Treatment of Stakeholders 83 3. Conflicts of Interest and Related Transactions 94 4. Disclosure and Insider Information 97 5. Data Protection and Cyber Security 100 6. Projection of Intellectual Property 102 7. Fair Competition 103 8. Human Rights 105 9. Occupational Health and Safety 106 10. Environment Conservation 108 General Principles 1. Shareholder’s Rights and Equitable Treatment 23 2. Stakeholder Engagement and Business Development for Sustainability 29 3. Disclosure and Transparency 37 4. Board of Directors’ Responsibility 40 Code of Business Ethics 11 22 76 81 Message from the Chairman Definition 04 05
• Anti-Corruption 111 • Anti-Corruption Guideline 115 1. Bribe and Facilitation Payment 115 2. Allocating Donation and Support 115 3. Receiving Donation and Support 116 4. Political Support 117 5. Offering Business Gift and Entertaining Arrangement 117 6. Receiving Business Gift, Entertaining Arrangement and Discount 118 7. Human Resource Management 119 8. Employment of Public-sector Employee 120 9. Investment and Trade 121 10. Procurement 121 11. Accounting and Finance 122 12. Acquisition and Provision of Loans and Engagement in Liabilities 123 13. Prevention Measures Against Money Laundering 124 14. Filing and Documentation 124 15. Communication, Training and Information Disclosure 125 16. Internal Audit/Control System 125 17. Monitor and Review Processes 126 18. Whistleblowing 126 Anti-Corruption Appendix 110 127 General Principles Good Corporate Governance Principles Directors’ Code of Business Ethics Appendix Code of Business Ethics Anti-Corruption
Good Corporate Governance Principles and Code of Business Ethics (Edition 2022) 04 Since its inception in 1992, EGCO Group has operated fully aware of its responsibility to stakeholders and business sustainability. Because this means long-term viability, earning acceptance and trust of stakeholders and public as Thailand’s first major independent power producer, EGCO Group commits to, and prioritizes systematic, consistent, sustainable management and ethical operation rooted in strong corporate governance. We hold ourselves accountable to stakeholders, for shared growth of the Company, society, and environment in line with EGCO Group’s vision of “a major sustainable Thai energy company with full commitment to environment protection and social development support.” Message from the Chairman Mr. Kulit Sombatsiri Chairman August 1, 2022 As expression of our commitment to constantly improve, the Board of Directors reviewed and updated EGCO Group’s Good Corporate Governance Principles, Director’s Code of Business Ethics and Code of Business Ethics to bring them up to the speed with changing business circumstances as well as aligning with domestic and international norms and best practice. We proclaim and implement these guidelines across the organization for the Personnel to uphold and act accordingly. The Board is confident that rightful and proper conducts prescribed in Good Corporate Governance Principles and Code of Business Ethics shall strengthen EGCO Group’s sustainability going forward.
Electricity Generating Public Company Limited 05 General Principles Good Corporate Governance Principles Directors’ Code of Business Ethics Appendix Code of Business Ethics Anti-Corruption Definition • EGCO/Company • EGCO Group • Subsidiaries • Joint Ventures • Associates • Executives • Personnel • Suppliers • SET • SEC • Stakeholders • Conflicts of Interest • Report on Interest • Securities Holding Report • Related Person • Insider Information • Fraud • Corruption • Bribe • Facilitation Payment • Donations • Support • Political Support • Gift • Entertaining Arrangement • Public-sector Employee
Good Corporate Governance Principles and Code of Business Ethics (Edition 2022) 06 Definition EGCO/Company means Electricity Generating Public Company Limited. EGCO Group means Electricity Generating Public Company Limited, Subsidiaries, Joint Ventures, and Associates. Joint Ventures means entities in which EGCO or Subsidiaries invest and gain joint control depending on contractual rights and obligations with partner(s) aside from legal structure of the joint arrangement. Investment in joint ventures is solely accounted for equity method for consolidated financial statement. Associates means entities on which EGCO has a significant influence but has no rights for controlling power or has a joint control over investment. Investment in associates is solely accounted for equity method for consolidated financial statement. Executives means the President, Senior Executive Vice Presidents (SEVP), and Executive Vice Presidents (EVP). Subsidiaries means entities both in Thailand and overseas under the controlling power of EGCO. Personnel means Directors, the President, Executives, officers at all levels, and all kinds of employees acting as EGCO Group’s Personnel.
Electricity Generating Public Company Limited 07 General Principles Good Corporate Governance Principles Directors’ Code of Business Ethics Appendix Code of Business Ethics Anti-Corruption Suppliers means individual or juristic person conducting commercial transactions with EGCO, such as contractual partner, business partner, vendor, contractor. SET means the Stock Exchange of Thailand. Stakeholders me a n s t h o s e i n v o l v e d w i t h EGCO Group in various aspects, direct ly and indirect ly, including shareholders, cl ients, personnel, creditors, business partners, suppliers/ contractors/vendors, public sectors, and regulatory agencies, society, investors, mass medias, non-profit organizations. Conflicts of Interest means the conflicting interest between personal, and EGCO and Subsidiaries aroused by the action, duty, and decisions of directors, Executives, and Personnel, which can potentially be monetary or non-monetary. Those conflict of interests can possibly turn the decision to be unfair or bias due to their personal interest. Report on Interest means repor t for Personnel to disclose their personal and related person’s interest; such interest has to be involved with the management of EGCO Group, and any other organi zat ions where those are classified as shareholder, director, or executive, for the Company’s conflict of interest management matters. SEC means the Securities and Exchange Commission of Thailand.
Good Corporate Governance Principles and Code of Business Ethics (Edition 2022) 08 Securities Holding Report means report on EGCO securities holding by the Directors, President, SEVPs, EVPs, Senior Vice Presidents (SVP) or equivalent in accounting/ finance, corporate communications, investor relations, and corporate secretary, including their Related Persons. Related Person means the following persons prescribed in the Article 89/1 of the old Securities and Exchange Act B.E. 2535 with any of the following relationships: (a) a person having control over the company and in cases of a juristic person, including the board of directors of the said juristic person; (b) the spouse, a minor child or an adopted minor child of the director, the executive or the person under (a); (c) a juristic person over which the person under (a) or (b) has control; (d) any other persons as specified in the notification of the Capital Market Supervisory Board. When an y pe r son a c t s w i t h understandings or agreement that i f the Company enters into any transaction which provides financial benefits for such person, the director, the executive or the person under (a) or (b) will also gain financial benefits, the said person shall be deemed as a related person for such particular transaction. Insider Information means non-public information which can inf luence change in pricing or valuation of securities. Insider information includes information of the Company or of its insiders with significant bearing upon change of pricing or stock value, or investors’ decision. These information include those related to the EGCO Group, major shareholders, person with control over, or key executives of EGCO Group; financial information not yet disclosed to SET, or information about investment project with sufficient clarity for public investors to make their investment decision.
Electricity Generating Public Company Limited 09 General Principles Good Corporate Governance Principles Directors’ Code of Business Ethics Appendix Code of Business Ethics Anti-Corruption Fraud means committing an act in order to procure any advantage for oneself or another person, to which they are not entitled by law. Fraud also includes corruption, asset misappropriation, embezzlement, and financial statement fraud. Corruption means a direct and indirect allocation, offer, promise, or commitment of giving bribes to an officer, representative or agency of government or private sector, with intention to influence such person to take or not to take an action for unfair benefits. Corruption also includes accepting or requesting direct and indirect bribes from an officer, representative or agency of government or private sector, to take or not to take an action for unfair benefits. However, giving and taking gifts or token of appreciation in agreement with applicable laws, rules, notices, regulations, traditions, or business etiquettes are allowed. Bribe means money or other forms of compensation that is given with an intention to influence the receiver to take or not to take an action for unfair benefits. Bribe would also include facilitation payment. Facilitation Payment means unofficial financial payment for an officer, representative or agency of government or private sector with an intention to influence such person to carry out or expedite the procedures or facilitate their routine operations.
10 Good Corporate Governance Principles and Code of Business Ethics (Edition 2022) Public-sector Employee means a current or former officer or consultant of state enterprises or government agencies who has regular wage and position. Besides the empl oyees, i t a l so covers a di rector and subcommi t tee’s member of government agencies or state enterprises. Donations means contributions in cash or in kind to other agencies or organizations for charity and public services to aid or support the society, community, or people in need. Support means contributions in cash and in kind to a client, supplier, partner or others for business purposes, promotion of the Company or business relationships. Political Support means assistance given to political parties, networks, influencers or candidates in money and other forms such as lending or donating equipment, providing free technological services, promoting advertisements or campaigns, or encouraging the Personnel to participate in activity of a political party on behalf of the Company for an undeserved business advantage or for personal or the Company’s benefits. Gift means money or other forms for contribution given on occasions to show favor. Entertaining Arrangement means an arrangement or expense for accommodation, transportation, meals and other in relation to trips, site visits, etc.
Good Corporate Governance Principles 11 Electricity Generating Public Company Limited General Principles Directors’ Code of Business Ethics Appendix Code of Business Ethics Anti-Corruption • Vision, Mission, Core Values and Corporate Governance Motto • Guideline for the Good Corporate Governance Principles and Code of Business Ethics • Whistleblowing General Principles
12 Good Corporate Governance Principles and Code of Business Ethics (Edition 2022) EGCO’s business operation is framed by sustainability principles, taking into account financial outcomes alongside environment protection, social development support, and energy security. We join efforts in protecting environment sustainability and empowerment of community and society. To ensure coherence of business direction, the Board of Directors and management have jointly defined the following guiding principles in conducting the Company’s business. To be a major sustainable Thai energy company with full commitment to environment protection and social development support. Mission To secure continuous gr owt h i n o rde r t o maximize shareholder’s value To offer reliable energy supply & services To be a good corporate citizen and be considerate to society and environment 1 2 3 Vision
13 Electricity Generating Public Company Limited General Principles Directors’ Code of Business Ethics Appendix Code of Business Ethics Anti-Corruption Good Corporate Governance Principles Core Value CG Motto P R E A C T TEAMWORK RESULT-ORIENTED INNOVATION ETHICS & INTEGRITY STAKEHOLDER CONCERNS Transparency Promotion of Best Practice Responsibility Equitability Treatment Accountability Creation of Long Term Value
14 Good Corporate Governance Principles and Code of Business Ethics (Edition 2022) Guideline for the Good Corporate Governance Principles and Code of Business Ethics • Good Corporate Governance Principles and Code of Business Ethics shall be applied to EGCO and Subsidiaries’ Personnel at all levels. • Personnel of Joint Ventures or Associates which have their own good corporate governance principles and code of business ethics, shall comply with such policies. However, in case the Joint Ventures or Associates do not have their policies, EGCO encourages that this policies be applied to the extent that it is not contrary to laws of Joint Ventures or Associates’ country of residence. Scope of Application Compliance with the Good Corporate Governance Principles and Code of Business Ethics EGCO stipulates the Good Corporate Governance Principles, Directors’ Code of Business Ethics, and Code of Business Ethics to guide EGCO Personnel ranging from the Directors, Executives, and employees, as framework in their performance and conduct, which will enable EGCO to operate business ethically and sustainably. • Board of Directors has the duties to formulate policies and facilitate preparation of Good Corporate Governance Principles, Director’s Code of Business Ethics and Code of Business Ethics, for compliance and as governance tool to ensure long-lasting solid performance, inspiring trust among Shareholders and Stakeholders which in turn reinforce the Company’s long-term value creation.
15 Electricity Generating Public Company Limited General Principles Directors’ Code of Business Ethics Appendix Code of Business Ethics Anti-Corruption Good Corporate Governance Principles Executives/Supervisors at all levels • They have the duties to manage operation in respective unit in compliance with relevant rules and regulations. The management system aligns with legal provisions and the Company’s regulations. • They should conduct themselves as role models enacting the Good Corporate Governance Principles and Code of Business Ethics. • They should also communicate the policies and guidelines and enable personnel to receive training on the Good Corporate Governance Principles and Code of Business Ethics. • They have the duty of listening to feedbacks concerning compliance with the Good Corporate Governance Principles and Code of Business Ethics. Personnel at all levels • They have the duties to comprehend the substance and comply with the Good Corporate Governance Principles and Code of Business Ethics. • They should doubts or questions arise, they can consult their supervisor, Human Resource Division, or the Division designated to monitor compliance through a variety platforms and channels. • It is part of their duties to notify supervisor or person-incharge should they come across or witness any conduct in breach of the Code and cooperate in fact-finding by a designated unit or authorized person.
16 Good Corporate Governance Principles and Code of Business Ethics (Edition 2022) Whenever doubt arises whether “this is a correct act,” please ask yourself these five questions: If the answer to any of the questions above is “yes,” it is then possible that the act you undertake or not undertake may violate or contradict the Good Corporate Governance Principles, Directors’ Code of Business Ethics, and Code of Business Ethics. In any case, the Good Corporate Governance Principles and Code of Business Ethics are unable to guide all circumstances nor answer all questions that may arise. It is critical that the Company relies on discretion of the Personnel to deliberate on what is right and know when to consult others to ensure appropriate conduct. To do or not to do that act would violate any domestic, local laws or any regulations. If such act or non-action is known to the supervisor, or colleagues, will it bring about shame? To do or not do that act would result in harming others’ life, health or safety. To do or not to do that act would contradict the policies, regulations and guidelines approved by the Company. Such act or non-action is not appropriate, dishonest, and damaging the Company’s image or not. 1) 2) 3) 4) 5)
17 Electricity Generating Public Company Limited General Principles Directors’ Code of Business Ethics Appendix Code of Business Ethics Anti-Corruption Good Corporate Governance Principles Compliance with Good Corporate Governance Principles and Code of Business Ethics: Encouragement and Monitoring Director’s Code of Business Ethics is the duty and responsibility of the Company’s Board of Directors under corporate governance legislation and principles, whereas Code of Business Ethics forms part of business management regulations relating to human resource rules governing the Personnel. Negligence or non-compliance with Director’s Code of Business Ethics or Code of Business Ethics therefore incur disciplinary actions and sanctions according to the Company’s Regulation on Human Resources Management and relevant laws. • Human Resources Division is responsible for informing the Pe r sonne l o f t he i r du t y t o comply with the Good Corporate Governance Principles and Code of Business Ethics and follow up to ensure new recruits’ signature and acknowledgement. • Corporate Secretary Division is responsible for compi lation and communicat ion of Good Corporate Governance Principles and Code of Business Ethics, review, update at least once every two years. It is to inform Directors of duty in compliance with the Good Corporate Governance Principles, Director’s Code of Business Ethics and Code of Business Ethics; and disseminate these for new directors’ signature and acknowledgement, including following up with the Personnel to sign and acknowledge compliance with the Code of Business Ethics annually. Punishment
18 Good Corporate Governance Principles and Code of Business Ethics (Edition 2022) Whistleblowing In order for EGCO to conduct business following the Good Corporate Governance Principles and have an appropriate internal control in line with EGCO’s policies, the Board of Directors establishes the Whistleblowing Policy to guide the consideration and management of complaints and to provide fair protection for related parties in the whistleblowing process. EGCO Group’s Personnel or third parties can submit a complaint to EGCO if they witness, possess information of or are affected by EGCO’s business operation that involves one of the following: (1) Fraud or actions considered as a potential Fraud. (2) Non-compliance with laws, rules, regulations, Good Corporate Governance Principles, Business Ethics or Supplier Code of Conduct. (3) Violation of human rights, discrimination, and harassment in terms of sexual abuse, racial discrimination, and any other forms which affected all stakeholders and vulnerable group i.e., children, disabled, elderly, pregnant women, LGBTQ, ethnic minorities, natives, immigrants, etc. 1.1 This Policy shall be applied to EGCO and Subsidiaries’ Personnel at all levels. 1.2 In case the alleged is Joint Ventures or Associates’ Personnel and the Joint Ventures or Associates have its own whistleblowing policy, the process shall comply with such policy. However, in case the Joint Ventures or Associates do not have its whistleblowing policy, EGCO encourage that this Policy be applied to the extent that it is not contrary to laws of Joint Ventures or Associates’ country of residence. 1. Scope of Application 2. Whistleblowing Policy 2.1 Scope of Complaint
19 Electricity Generating Public Company Limited General Principles Directors’ Code of Business Ethics Appendix Code of Business Ethics Anti-Corruption Good Corporate Governance Principles (1) Information of the whistleblower, i.e., first name and last name, contact information, etc. (2) Information of the alleged, i.e., first name and last name, position, etc. (3) Submission date (4) Detailed information of the complaint, i.e., date, time, place, and incident. (5) Evidence relevant to the complaint (if any). Whistleblowers can submit a complaint via the following channels: The request from external organizations or parties for a clarification of certain matters shall not be included in the scope of the Whistleblowing Policy. Instead, it shall be under the responsibility of the divisions designated by the Company’s Information Disclosure Policy and Practice Guidelines. The Company’s website: https://www.egco.com/en/whistle-blowing Email sent to one of the whistleblowing complaint receivers: • The President: ceo@egco.com • The Audit Committee: auditcommittee@egco.com • The Board of Directors: directors@egco.com Post sent to the President, the Audit Committee or the Board of Directors to the following address: Electricity Generating Public Company Limited EGCO Tower, 222 Vibhavadi Rangsit Road, Thungsonghong, Laksi, Bangkok 10210 2.2 Whistleblowing Channels 2.3 Details of Complaints
20 Good Corporate Governance Principles and Code of Business Ethics (Edition 2022) EGCO shall suitably and fairly protect the whistleblower or persons cooperating with investigation. No Personnel shall be demoted, punished, or given retaliation or unfair acts. Their complaints shall be kept confidential and not disclosed to unrelated parties except when required by law. In addition, EGCO will also protect the alleged who is not yet proven guilty by providing a fair trial. EGCO commits to processing whistleblower complaint with transparency and justice. The consideration, investigation and determination of penalties will be in accordance with the Whistleblowing Guideline, the Company’s Regulation on Human Resources Management, as well as rules, regulations, and any relevant laws. If there is sufficient evidence that the whistleblower has intentionally filed the complaint by false statement, lacking truthful ground, or with dishonest intent to the alleged and related parties, EGCO shall consider taking disciplinary actions and/or legal proceedings. If the whistleblower discloses his/her contact information, it shall enable EGCO to effectively inquire further information and the whistleblower shall be kept updated of the whistleblowing handling process or the result of investigation and the Company’s course of actions. However, in case the whistleblower chooses to remain anonymous, the complaint should provide detailed information or evidence which is clear and sufficient for EGCO to conduct further fact-finding. EGCO may consider investigating the complaint which has reasonable ground to believe that it is the action stated in article 2.1 2.4 Whistleblowing Handling Process 2.5 Protection of Whistleblower, the Alleged and Related Parties 2.6 Penalties for Dishonest Whistleblower
21 Electricity Generating Public Company Limited General Principles Directors’ Code of Business Ethics Appendix Code of Business Ethics Anti-Corruption Good Corporate Governance Principles Whistleblowing Handling Process Complaint Receiver receives the report. IA registers the report. IA preliminarily reviews the complaint. IA proposes the complaint and suggestion to PSD. PSD appoints Investigation Committee. IA informs the whistleblower of complaint reception. Investigation Committee investigates and suggests corrective & preventive measures and disciplinary actions. Investigation Committee proposes to PSD for consideration and acknowledge Complaint Receiver & IA. Investigation Committee proposes to Chairman/LID for consideration and acknowledge Complaint Receiver & IA. Investigation Committee investigates and suggests corrective & preventive measures and disciplinary actions. IA informs the whistleblower of complaint reception. Chairman/LID appoints Investigation Committee. PSD appoints Investigation Division. Investigation Division informs the whistleblower of complaint reception. Investigation Division investigates and suggests corrective & preventive measures and disciplinary actions. Investigation Division proposes to PSD for consideration and acknowledge Complaint Receiver & IA. Investigation Division informs the whistleblower of investigation result. IA informs the whistleblower of investigation result. CS gathers information to disclose in the Annual Report. Remark: IA means the Internal Audit Division PSD means the President LID means the Lead Independent Director CS means the Corporate Secretary Division The report is dismissed. IA informs the whistleblower. The report is dismissed. IA proposes the complaint and suggestion to Chairman/LID. Relevant division proposes the complaint and suggestion to PSD. IA transfers the complaint to relevant division. Complaint against other stakeholders Complaint against general Personnel Complaint against directors, PSD, or direct subordinates of the PSD Groundless Well-grounded Well-grounded Well-grounded Groundless Groundless Relevant division informs the whistleblower.
22 Good Corporate Governance Principles and Code of Business Ethics (Edition 2022) 1. Shareholder’s Rights and Equitable Treatment 2. Stakeholder Engagement and Business Development for Sustainability 3. Disclosure and Transparency 4. Board of Directors’ Responsibility Good Corporate Governance Principles
23 General Principles Good Corporate Governance Principles Directors’ Code of Business Ethics Appendix Code of Business Ethics Anti-Corruption Electricity Generating Public Company Limited 1. Shareholder’s Rights and Equitable Treatment EGCO prioritizes shareholders including institutional investors as stock investors and part-owners of the Company. As such the Board of Directors promotes exercise of shareholder’s fundamental legal rights including entitlement to dividends, trading or transfer of shares, adequate information disclosure, participation and voting at shareholders’ AGM. Furthermore, EGCO accords equal treatment towards shareholders through efforts such as disclosure of updated facts and information mainly through the corporate bilingual website in Thai and English, Shareholders’ Newsletter, Company visit, and no action to the effect of violating or undermining shareholder rights. Guideline Rationale To ensure that EGCO Group respects and protects shareholders’ legal rights as part-owners of the Company and that they are accorded equal treatment, the Board of Directors clearly stipulates this aspect of corporate governance. In essence, EGCO Group shall not undertake any action that violates or undermines shareholder rights as legislated, including entitlement to dividend payment, access to the Company’s information, right to reserve newly issued stock and right to be part of business oversight such as participating and voting at the Annual General Meeting, proposing agenda items for the Annual General Meeting (AGM), withdrawing AGM resolution, monitoring and evaluating directors’ performance. 1. Shareholder Rights
24 Good Corporate Governance Principles and Code of Business Ethics (Edition 2022) In holding the AGM, onsite or electronically, the Board of Directors complies with the AGM Guideline of SET and related laws by undertaking to: Support full attendance at the AGM of the Board and subcommittees, Ex ecu t i v e s and Managemen t representatives, and the Auditor. Circulate notice accompanied by essential detai ls about the AGM including the agenda, objective and rationale, Directors’ view, rules, and procedures and how to participate in the AGM to shareholders in advance. Information and relevant documents are disseminated in the corporate website prior to document delivery, to allow lead-time to study documents prior to formal receipt of printed copies; there is no proposal of an item about which shareholders have no prior knowledge of. Allow shareholders to vote through proxy arrangement, as well as granting a proxy to Independent Directors, as option for proxy voting in case shareholders are unable to attend in person. Allow shareholders to vote for one Director at a time. Shareholders can therefore elect director-nominees with suitable qualifications to serve as Director in their best interest. The procedure makes for diversity and genuine shareholders’ representation. 2. Annual General Meeting
25 General Principles Good Corporate Governance Principles Directors’ Code of Business Ethics Appendix Code of Business Ethics Anti-Corruption Electricity Generating Public Company Limited Disseminate the AGM report via SET and corporate website within 14 days of the AGM date for shareholders to check. Fac i l i tate ar rangements for a l l shareholders equally. These include making available notice and support documents in Thai and Engl ish. T h a i - E n g l i s h s i m u l t a n e o u s interpretation is available to ensure equa l i n f o rma t i on d i s c l os u r e and communication by non-Thai speaking shareholders during Q&A segment of each agenda i tem, for which the AGM Chair prioritizes and a ims to prov i de c l ea r es t possible explanation and thorough documentation in the proceedings. For efficiency and speed, barcode system is used in registration and voting. Arrange for voting cards to be used in every single agenda item. Shareholders are allowed to nominate individual directorship. A neutral observer is appointed to ensure transparency, accountability and compliance with the laws and Company’s charter.
26 Good Corporate Governance Principles and Code of Business Ethics (Edition 2022) To reassure shareholders of equality, the Board opens avenue for common shareholders to propose agenda item(s) for the AGM, as well as for nomination of eligible individuals according to the Company’s rules for directorship and independent directorship. Qualification of shareholders with such rights and procedures in exercising these rights at the AGM are outlined herewith. Shareholder Qualification Shareholders proposing an agenda item and/or director nomination must be the Company’s shareholders on the date when the agenda item/director nomination are put forth. Shareholders proposing these can either be a single shareholder or a group of shareholders, holding at least 0.05% of total shares traded - an equivalent of 263,233 shares. Proposing Agenda Item and Director Nomination Procedures Qualified shareholders must submit a form proposing agenda item, and/or director nomination form with signature and the following support documents within deadline. 3. Common Shareholders’ Rights at the Annual General Meeting 2. 3. 1. Any other relevant support document for the Board’s deliberation. Shareholding certification document, namely, endorsement letter from securities firm, or any other document from SET. Proof of consent from the nominated individual(s) and support documents for qualification consideration namely: Curriculum Vitae of the nominated (directorship only).
27 General Principles Good Corporate Governance Principles Directors’ Code of Business Ethics Appendix Code of Business Ethics Anti-Corruption Electricity Generating Public Company Limited Items Not Included in AGM Agenda Items that typically shall not be part of the AGM agenda are: Document Submission Shareholders can send the form and support document to the Corporate Secretary at: Or notify us informally via email cs@egco.com prior to submission of the original form and support document. o Matters that contradict the laws, announcement, regulations, and rules of state or regulatory authority; or those not conforming with objectives, charter, resolution, EGCO’s Good Corporate Governance Principles. o Issues within the boundary of the Board of Directors’ authority, except in cases that cause significant damage to shareholders. o Issues the Company has already addressed. o Issues outside of the Company’s authority to manage. Corporate Secretary Division Electricity Generating Public Company Limited EGCO Tower, 222 Vibhavadi Rangsit Road, Thungsonghong Laksi Bangkok 10210 Or
28 Good Corporate Governance Principles and Code of Business Ethics (Edition 2022) EGCO’s policy is to pay dividends to shareholder either at approximately 40 per cent of the consolidated net profits after taxation, or at the steady incremental rate except in the circumstance where investments are required for business expansion such as provision for future investment; or that dividend payment would significantly impact the Company’s operation. Dividend payment shall not exceed the retained earnings of the separate financial statement. Shareholders can contact the Board of Directors, subcommittees or directors, to offer meaningful and value-adding advice through: The Corporate Secretary is responsible for receiving documents to be sent to the Board and shall forward communications to the subcommittees and relevant committees, summarizing key points of these inputs to be presented to the Board quarterly. Letters addressed to the Audit Committee shall be directly forwarded to the Audit Committee. Procedure The Corporate Secretary Division is responsible for review of completeness of shareholders’ proposal before submission to the Board’s consideration. Decision by the Board on shareholders’ proposal is final. 4. Dividend Payment Policy • The Board of Directors: directors@egco.com • The Audit Committee: auditcommittee@egco.com The Board of Directors: The Audit Committee: Electricity Generating Public Company Limited EGCO Tower, 222 Vibhavadi Rangsit Road, Thungsonghong Laksi Bangkok 10210 5. Contacting the Directors
29 General Principles Good Corporate Governance Principles Directors’ Code of Business Ethics Appendix Code of Business Ethics Anti-Corruption Electricity Generating Public Company Limited Donation solicitation Communications of the following nature shall not be forwarded for consideration by the Board or subcommittees: Job application Product or service sales or offer Survey form or request for information about the Company 2. Stakeholders Engagement and Business Development for Sustainability Rationale The Board of Directors frames the stakeholder engagement policy to make sure equality of EGCO’s conduct towards stakeholders in all dimensions and in compliance with the relating laws and regulations, focusing on fairness, consistency, efficiency compliance, consideration for the community, society, environment, and respect for human rights. The Board arranges for regular dissemination of the Company’s policy and guideline towards the stakeholder. It makes available platform to hear complaint from stakeholders and feedback for the Company’s operation, and which will contribute to our efforts, shared growth and sustainability.
30 Good Corporate Governance Principles and Code of Business Ethics (Edition 2022) EGCO values its human resource and prioritizing its conduct towards the employees on equal footing and without discrimination on the ground of sex, age, education, nationality, ethnicity, faith, race. These principles are mainstreamed in the whole process starting from recruitment, selection, promotion, performance assessment, remuneration, benefits. We make effort in building an enabling and inclusive work environment for the employees to advance career path equally. EGCO employees are encouraged to advance their capability for value creation and business excellence. In addition, the Company develops and promotes work-life balance among the employees by caring for working environment, health, and safety. The Company encourages its employees to receive up-to-date information, at appropriate opportunity and at best possible effort. The Company also operates a complaint mechanism for the employees and draw suggestion for collective benefit and good working relations. EGCO prioritizes respect of shareholder rights and equality of conduct towards stakeholders in fairness. We support shareholders’ exercising of their legal fundamental rights and facilitating such rights in the interest of shareholders. Furthermore, we strive for management excellence to create value and sustainable growth for shareholders. Guideline for Stakeholder Engagement and Business Development for Sustainability 1. Shareholders 2. Employees
31 General Principles Good Corporate Governance Principles Directors’ Code of Business Ethics Appendix Code of Business Ethics Anti-Corruption Electricity Generating Public Company Limited Suppliers form an important stakeholder segment in EGCO’s sustainable business. The Company upholds doing business with supplier in good faith, honouring contractual obligations rigorously and competing on level-playing field of data and information, non-discrimination and synergy to deliver quality products and services, value for money, technical quality and mutual trust. EGCO aims to develop and maintain long term relationship with its suppliers. Furthermore, EGCO supports supplier’s engagement, disseminating information about EGCO’s principles, policy, guidelines including Supplier Code of Conduct, and Anti-Corruption Policy. As power producer/distributer and energy provider, EGCO commits to fulfilling obligations towards customers, in fairness, transparency, accountability and free from corruption. The Company delivers quality goods and services in a timely, reliable manner, conscious of community, society and environment. EGCO protects customer’s confidentiality against misuse nor unfair advantage for long-lasting mutual trust and relations between the Company and client. 3. Customers 4. Suppliers
32 Good Corporate Governance Principles and Code of Business Ethics (Edition 2022) EGCO shall conduct itself towards creditor fairly, responsibly, and strictly abiding by loan agreement’s terms. The Company shall not conceal its real financial status, nor withhold information that may impact the Company’s financial standing and affecting creditor. EGCO shall conduct itself towards competitors in healthy competition, taking in consideration business ethics, and Trade Competition Act. The Company shall not seek competitor’s trade secret through dishonest or improper means, nor undermine competitor’s reputation through defamation. The Company shall not enter into any agreement with competitor or persons to the effect of diluting or restricting trade competition. 6. Creditors EGCO respects business partner’s rights and fulfilling its contractual obligation and joint agreement in earnest. The Company cooperates with partners in business operation that is honest and fair, for the joint venture to meet investment’s objectives and sustainable growth. 5. Business Partners 7. Competitors
33 General Principles Good Corporate Governance Principles Directors’ Code of Business Ethics Appendix Code of Business Ethics Anti-Corruption Electricity Generating Public Company Limited EGCO aims at generating return on investments sustainably. That is why the Company operates strictly according to corporate governance principles, legal compliance. The Company accords equality in its engagement with investors and stakeholders, disclosing adequate facts and information to the public, preparing and putting in place efficient risk management framework that is consistently monitored and reviewed to make sure that its operation and returns meet targets. As part of social and community support, EGCO conducts business in consideration of community and society, particularly those located close to its operation sites. It is stated in the corporate mission for EGCO to be a caring member of society and community, through efforts such as local hires, supporting learning for children and youth, joining public good actions. EGCO’s support for community and society is aimed at sharing as well as collecting inputs to improve our operation. EGCO values the environment through efficient management in all aspects ranging from air quality, water and wastewater treatment, waste management, to minimize environmental impact throughout the value chain and towards operational excellence. We do business cognizant of environment-related legal framework and regulations in jurisdiction where we operate, so that we can coexist sustainably with local community wherever we operate. 8. Community, Society, Environment and Non-Profit Organization 9. Investors
34 Good Corporate Governance Principles and Code of Business Ethics (Edition 2022) EGCO shall comply strictly with laws and regulations of government agencies, with particular attention to local laws and regulations in locality/jurisdiction wherever EGCO operates. EGCO supports and cooperates with these entities in community development, social and environment contribution. EGCO does not support any behaviour or act that may lead to violation of the laws, corruption, or unethical behaviors, in line with our policy of zero tolerance of corruption in transaction with the state and private sector. EGCO shall disseminate the Company’s information to the media equitably, giving facts and information that are complete, straightforward, and timely to facilitate accurate reporting and media coverage to stakeholders. The Company gives media releases regularly through platforms including press conference, interview opportunities, contributing to good relationship between EGCO and the media. 10. Media 11. Government Agencies
35 General Principles Good Corporate Governance Principles Directors’ Code of Business Ethics Appendix Code of Business Ethics Anti-Corruption Electricity Generating Public Company Limited EGCO respects universal human rights, a cornerstone of corporate governance, and which is important to EGCO’s sustainable business operation. EGCO is determined to protect and respect human rights in all aspects including non-discrimination, prohibition of child labour, forced labour, human trafficking. EGCO sensitizes its associates, suppliers and stakeholders on the policy and guideline for consistency and compliance. EGCO has a comprehensive human rights-related risk assessment monitoring and evaluation. Guideline on Organizational Management and Enterprise Sustainability EGCO shall comply with laws relating to intellectual property rights. In taking in work or information whose rights are held by third party for use, the Company shall check to ensure against infringement. EGCO has a whistleblowing policy. The Company’s Personnel or third party can submit complaint with EGCO when coming across, having information, or are affected by EGCO’s business operations which could be corruption or indication of corrupt practice, violation of law, regulations, human rights violation, discrimination, harassment. 1. Human Rights 2. Non-violation of Intellectual Property Rights 3. Whistleblowing
36 Good Corporate Governance Principles and Code of Business Ethics (Edition 2022) The Company operates a grievance mechanism which hears and manages complaints with transparency and fairness, lending proper protection and fairness to the complainant and those cooperating with factfinding. Information on an active case in question is kept confidential and so is the inquiry process. In any case, the allegedly wrongful party is protected till proven guilty following a fair inquiry. See EGCO’s “Whistleblowing Policy” for details. Because EGCO Group invests in multiple locations in Thailand and beyond, to manage taxation efficiently and reducing risk from complex transaction, EGCO has a tax policy and practice guideline which focuses primarily on compliance, tracking and managing tax-related risk to ensure compliance and optimal benefit for EGCO. At EGCO we hold occupational health and safety as our fundamental responsibility and one of the key success factors in the organization’s sustainable growth. The Company puts in place and constantly improves its OHS system in compliance with laws and regulations, with oversight and supervision, elimination of harm and risk mitigation. We set OHS targets along with monitoring and evaluation to ensure those targets are met in parallel with compliance. The Company regularly provides advice and motivates the Personnel and engages those involved in OHS work. 4. Tax Policy 5. Occupational Health and Safety
37 General Principles Good Corporate Governance Principles Directors’ Code of Business Ethics Appendix Code of Business Ethics Anti-Corruption Electricity Generating Public Company Limited 3. Disclosure and Transparency The Board or Board-designated persons disclose information that may significantly influence decision-making or affect shareholders’ interest, or resulting in business shift, operation and investment of EGCO; market-moving information impacting EGCO’s share price, reputation, corporate image; other related information including corporate governance policy, code of business ethics, risk management policy, sustainability policy, and results of driving these policies, for the shareholder, investor, stakeholder and the public to use information disclosed to inform decision making on equal footing. Guideline 1. Information Disclosed Rationale With its duty to disclose information related to EGCO, the Board of Directors puts in place a policy and guideline for disclosure of financial and non-financial information that is accurate, comprehensive, credible, timely, up to date and compliant with regulations of Office of Securities and Exchange Commission (SEC) and Stock Exchange of Thailand (SET). The Board instructs responsible party to facilitate multiple platforms for easy access to credible and updated information.
38 Good Corporate Governance Principles and Code of Business Ethics (Edition 2022) The Board arranges for 56-1 One Report with contents on business operation overview, shareholding structure of EGCO Group, corporate governance structure, criteria for directors selection, role, responsibility and performance report of the Board and subcommittees, frequency of meeting and attendance records of individual directors in the previous year, directors’ commitment to advance professionalism excellence of the Board, remuneration of directors and top executives, to reflect a corporate governance structure that is transparent and accountable. The Board arranges for financial reports and report on the Board’s responsibility to financial reports according to the guideline for directors in SET-listed companies. It is recommended these documents accompany the Auditor’s statement within the annual report. Management Discussion and Analysis is also prepared to present a clear picture and updates of EGCO’s financial standing and operation results in each quarter, in addition to financial numbers. To reassure the Company’s financial reporting is accurate, complete, adequate, timely, updated and compliant with laws and accounting standards, the Board tasks the Audit Committee with oversight of financial report compilation according to legal and accounting standards and practice, accuracy and adequacy of the reporting. 2. Financial Disclosure 3. 56-1 One Report Disclosure
39 General Principles Good Corporate Governance Principles Directors’ Code of Business Ethics Appendix Code of Business Ethics Anti-Corruption Electricity Generating Public Company Limited To facilitate and ensure disclosure is appropriate, equitable, fair and timely, easy to access, EGCO designates the President, Chief Financial Officer or President-designated person, to disclose EGCO’s information. Disclosure focal points within EGCO Group are: Besides mandatory disclosure through SET’s platform and 56-1 One Report, EGCO discloses information in its bilingual Thai-English corporate website. Key information includes EGCO’s vision and mission, core business attributes, directors’ names, financial statements and operating results, downloadable 56-1 One Report, alongside materials that EGCO presents to analysts, fund managers, media releases. EGCO regularly updates contents in its corporate website. CorporateCommunication Division: disseminates news and information to other stakeholders including relevant state agencies, media, NGOs and the public. Corporate Secretary Division: disseminates informat ion to the Office of Securities and Exchange Commission (SEC), Stock Exchange of Thailand (SET), and major shareholders. I nves tor Re l at i on Division: disseminates and communi cates operating results and business operation to common shareholders, equity research analysts, institutional and individual investors. 4. Disclosure Focal Point 5. Disclosure Platform
40 Good Corporate Governance Principles and Code of Business Ethics (Edition 2022) 4. Board of Directors’ Responsibility Guideline 1.1 Structure and Division of Duty Board of Directors Audit Committee Risk Oversight Committee Investment Committee Nomination and Remuneration Committee Corporate Governance and Sustainability Committee Corporate Secretary President Rationale The Board of Directors is instrumental to corporate governance and oversight ensuring the Company optimize values and benefits to shareholders sustainably. The Board’s structure consists of high-caliber individuals from diverse backgrounds, expertise and specialization, relevant to EGCO business. Directors are impartial and independent, working with primary consideration to stakeholders’ interest. With integrity they are fully committed to the duty. EGCO has in place processes of selection, deliberation, nomination and appointment that are transparent, to reassure that director selected can oversee and steer the enterprise according to EGCO’s vision and mission, and compliance with laws, regulations, business norms and ethics. 1. Structure of the Board of Directors
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